FIRST AMENDMENT/CONSENT TO SECOND LIEN CREDIT AGMT



 





Exhibit 4.6



TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.

FIRST AMENDMENT TO

SECOND LIEN CREDIT AGREEMENT



           This FIRST AMENDMENT, dated as of July 1, 2004 (this “First Amendment”),
is entered into by and among TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC., a
Delaware corporation (the “Company”), the Loan Parties, the Lenders party
hereto, and CREDIT SUISSE FIRST BOSTON (“CSFB”), as administrative agent for
the Lenders (in such capacity, the “Administrative Agent”), as a joint lead
arranger (in such capacity, a “Joint Lead Arranger”), and as collateral agent
(in such capacity, the “Collateral Agent”), and is made with reference to that
certain Second Lien Credit Agreement dated as of March 16, 2004 (the “Credit
Agreement”) and entered into by and among Company, the Lenders party thereto,
Lehman Brothers Inc., as joint bookrunner and joint lead arranger, Lehman
Commercial Paper Inc., as co-syndication agent, Wachovia Capital Markets, LLC,
as joint bookrunner, joint lead arranger, and co-syndication agent and CSFB, as
administrative agent, joint bookrunner, joint lead arranger, and collateral
agent. Capitalized terms used herein not otherwise defined herein or otherwise
amended hereby shall have the meanings ascribed thereto in the Credit
Agreement.



RECITALS:



           WHEREAS, the Company desires to issue common stock in a public offering
providing Equity Proceeds (such proceed, including proceeds received from the
exercise of any “green shoe”, the “IPO Proceeds”) to the Company of not less
than $100,000,000 (the “IPO”);


           WHEREAS, the Company intends to utilize the IPO Proceeds, together with
the proceeds of a Debt Issuance (as defined below) consummated substantially
concurrently therewith, to (i) redeem Exchange Notes and to pay accrued and
unpaid interest thereon and the related redemption premium (the redemption of
Exchange Notes and payment of accrued and unpaid interest and redemption
premium together, the “Redemption”); (ii) redeem the Company’s Series E
Preferred Stock and pay accrued and unpaid dividends and the redemption premium
required in connection with such redemption; and (iii) pay a fee (the
“Termination Fee”); in an aggregate amount not to exceed $3,500,000 to certain
holders of capital stock of the Company (or their affiliates or designees) in
connection with the termination of the Amended and Restated Monitoring Services
Agreement dated as of May 17, 2004 among the Company and the Transportation
Investment Partners, L.L.C., Caravelle Investment Fund, L.L.C., Albion Alliance
Mezzanine Fund, L.P., Albion Alliance Mezzanine Fund II, L.P. and Trimaran Fund
Management, L.L.C. and Albion Alliance LLC (collectively, the “Monitors”);


           WHEREAS, the Company intends to exchange all of its Series A Preferred
Stock, its Series C Preferred Stock and its Series D Preferred Stock for shares
of common stock of the Company;


           WHEREAS, the Company desires to amend the Credit Agreement to permit
additional borrowings as set forth in Section 2.9 of the Credit Agreement (as
amended by this First Amendment) (each such issuance, a “Debt Issuance”);


 









 






           WHEREAS, in connection with the amendments to the Credit Agreement and the
transactions contemplated thereby, the Company desires to make certain
amendments to the First Lien Credit Agreement;


           WHEREAS, Company has requested certain amendments to the Credit Agreement
to (i) permit the Company to apply a portion of the IPO Proceeds towards the
Redemption, (ii) permit the Company to exchange its Series A Preferred Stock,
Series C Preferred Stock and Series D Preferred Stock for share of common stock
of the Company and (iii) permit additional conduct as described in this First
Amendment; and


           NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:



SECTION 1. AMENDMENTS TO CREDIT AGREEMENT



     A. Amendment to Section 1: Definitions.


           (i) Section 1.1 of the Credit Agreement is hereby amended by adding the
following definitions in proper alphabetical order:




     “Amended and Restated Monitoring Agreement” means that amended and
restated monitoring services agreement dated as of May 17, 2004 by and
among Transportation Investment Partners, L.L.C., Caravelle Investment
Fund, L.L.C., Albion Alliance Mezzanine Fund, L.P., Albion Alliance
Mezzanine Fund II, L.P., Trimaran Fund Management, L.L.C., Albion
Alliance, LLC and the Company (collectively, the “Monitors”).




     “First Amendment Effective Date” means the date on which the
conditions set forth in Section 3 of the First Amendment are satisfied or
waived.




     “Increased Amount Date” has the meaning assigned to that term in
Section 2.9.




     “IPO” means the issuance by the Company of common stock in a public
offering providing Equity Proceeds to the Company of not less than
$100,000,000.




     “Joinder Agreement” means an agreement substantially in the form of
Exhibit XV.




     “New Term Loan Commitments” has the meaning assigned to that term in
Section 2.9.




     “New Term Loan Exposure” means, with respect to any Lender, as of
any date of determination, the outstanding principal amount of the New
Term Loans of such Lender.




     “New Term Loan Lender” has the meaning assigned to that term in
Section 2.9.



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     “New Term Loan Maturity Date” means the date that New Term Loans of
a Series shall become due and payable in full hereunder, as specified in
the applicable Joinder Agreement, including by acceleration or otherwise.




     “New Term Loans” has the meaning assigned to that term in Section
2.9.


           (ii) Section 1.1 of the Credit Agreement is hereby amended by substituting
the following new definitions for the definitions contained therein:




     “Commitments” means the commitments of one or more Lenders to make
Term Loans as set forth in subsection 2.1A. and after the First Amendment
Effective Date, the commitments of the Lenders to make New Term Loans set
forth in Section 2.9.




     “Consolidated EBITDA” means, for any period, Consolidated Net Income
for such period plus, to the extent deducted in computing such
Consolidated Net Income, the sum of, without duplication, (a) income tax
expense, (b) interest expense, amortization or write-off of debt discount
and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Loans), (c)
depreciation and amortization expense, (d) costs and expenses incurred in
connection with the Transaction, (e) deferred directors’ fees, (f)
management bonuses related to the Preferred Stock paid in connection with
the Transaction, (g) fees paid to accountants and tax advisors in
connection with any tax refund received by the Company and the re-audit
of the Company’s 2001 audited financial statements, in an aggregate
amount not to exceed $1,000,000, (h) any non-cash charges or non-cash
losses (including, without limitation, resulting from the issuance of
stock options or restricted stock), (i) up to $3,500,000 related to the
severance payments made to the person who was the Chief Executive Officer
of the Company immediately prior to the IPO, (j) up to $3,500,000 in cash
expenses related to the termination of the Amended and Restated
Monitoring Services Agreement, (k) amounts up to $700,000 paid or accrued
during such period under the Amended and Restated Monitoring Agreement
and predecessor agreements, (l) compensation expense up to $926,000
related to the current Chief Executive Officer of the Company, and (m)
expenses related to the IPO and minus, to the extent added in computing
such Consolidated Net Income, (i) any interest income and (ii) any
non-cash gains, all as determined on a consolidated basis with respect to
the Company and its Subsidiaries in accordance with GAAP. Notwithstanding
the foregoing, for purposes of determining compliance with the relevant
provisions of subsection 7.6, “Consolidated EBITDA” shall be determined
on a Pro Forma Basis.




     “Lender” and “Lenders” means the Persons identified as “Lenders” and
listed on the signature pages of this Agreement and any other Person that
becomes a party hereto pursuant to an Assignment Agreement or a Joinder
Agreement, together with their successors and permitted assigns pursuant
to subsection 10.1.




     “Series” has the meaning assigned to that term in Section 2.9.




     “Term Loan Commitment” means the commitment of a Lender to make a
Term Loan pursuant to subsection 2.1A in an amount set forth on Schedule
2.1A, and after the


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First Amendment Effective Date, the commitment of each New Term Loan
Lender to make a New Term Loan pursuant to Section 2.9.




     “Term Loan Exposure” means, with respect to any Lender, as of any
date of determination, the outstanding principal amount of the Term Loans
of that Lender, and after the First Amendment Effective Date, the
outstanding amount of the New Term Loans of any Lender.




     “Term Loans” means the loans outstanding or made by the Lenders
pursuant to subsection 2.1A and after the First Amendment Effective Date,
the loans outstanding or made by New Term Loan Lenders pursuant to
Section 2.9.


B. Amendment to Section 2: Amounts and Terms of Commitments and
Loans.



           (i) Section 2.4 of the Credit Agreement is hereby amended by substituting
the following for the text immediately prior to the table in subsection
2.4B(ii):




     “(ii) Term Loan Call Protection. In the event that the Term
Loans are prepaid or repaid in whole or in part for any reason
prior to the second anniversary of the Closing Date (other than
with respect to any prepayment made in connection with the IPO
Proceeds), the Company shall pay to Lenders having Term Loan
Exposure a prepayment premium on the amount so prepaid or repaid
as follows:”


           (ii) Section 2.4 of the Credit Agreement is hereby amended by substituting
a “,” for the “or” immediately prior to clause (y) of the proviso at the
conclusion of subsection 2.4B(iii)(c), and inserting the following clause (z)
before the “.”:




“or (z) to the extent such Equity Proceeds are used to redeem
outstanding Exchange Notes and to pay any required redemption
premium, accrued but unpaid interest thereon and other associated
costs and expenses in connection therewith”


           (iii) Section 2 of the Credit Agreement is hereby amended by adding the
following new Section 2.9:




     “The Company may by written notice to the Administrative
Agent elect to request the establishment of one or more new term
loan commitments (the “New Term Loan Commitments”). Such notice
shall specify (A) the date (each, an “Increased Amount Date”) on
which the Company proposes that the New Term Loan Commitments
shall be effective, which shall be a date not less than seven (7)
Business Days after the date on which such notice is delivered to
the Administrative Agent and (B) the identity of each Lender or
other Person that is an Eligible Assignee (each, a “New Term Loan
Lender”) to whom the Company proposes any portion of such New Term
Loan Commitments be allocated and the amounts of such allocations;
provided that any Lender approached to provide all or a portion of
the New Term Loan Commitments may elect or decline, in its sole
discretion, to provide a New Term Loan Commitment. Such New Term
Loan Commitments shall become effective as of such Increased
Amount Date; provided


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that (1) no Default or Event of Default shall exist on such
Increased Amount Date before or after giving effect to the
applicable New Term Loan Commitments; (2) both before and after
giving effect to the making of any New Term Loans, each of the
conditions set forth in Section 4.1 A, B, I, R, S, U and V shall
be satisfied as of the Increased Amount Date; (3) since the date
of the last audited financial statements delivered by the Company
to the Administrative Agent, there shall not have occurred any
event, change, or condition that has had, or could reasonably be
expected to have, a material adverse effect on the business,
assets, operations, condition (financial or otherwise) or
prospects of the Company and its Subsidiaries, taken as a whole;
(4) the Company and its Subsidiaries shall be in pro forma
compliance (after giving effect to such New Term Loan Commitments)
with the covenant set forth in Section 7.6 as of the last day of
the most recently ended Fiscal Quarter for which financial
statements have been delivered in accordance with Section 6.1; (5)
the New Term Loan Commitments shall be effected pursuant to one or
more Joinder Agreements executed and delivered by the Company, the
Administrative Agent and each New Term Loan Lender, and each of
which shall be recorded in the Register and shall be subject to
the requirements set forth in Section 2.7E(v); and (6) 100% of the
proceeds of any New Term Loans shall be used on the date of any
borrowing, to the extent the Company is not required to use such
proceeds to prepay the obligations under the First Lien Credit
Agreement, to redeem outstanding Exchange Notes and pay any
redemption premium and accrued but unpaid interest required and
fees and expenses incurred, in each case, in connection with such
redemption. Any New Term Loans made on an Increased Amount Date
shall be designated, a separate series (a “Series”) of New Term
Loans for all purposes of this Agreement.




     On any Increased Amount Date on which any New Term Loan
Commitments of any Series are effective, subject to the
satisfaction of the foregoing terms and conditions, (i) each New
Term Loan Lender of any Series shall make a Loan to Company (a
“New Term Loan”) in an amount equal to its New Term Loan
Commitment of such Series (less the amount of any fees payable
and/or expenses reimbursable, in each case, in connection with
making such New Term Loan), and (ii) each New Term Loan Lender of
any Series shall become a Lender hereunder with respect to the New
Term Loan Commitment of such Series and the New Term Loans of such
Series made pursuant thereto.




     The Administrative Agent shall notify Lenders promptly upon
receipt of Company’s notice of each Increased Amount Date and in
respect thereof the Series of New Term Loan Commitments and the
New Term Loan Lenders of such Series, as applicable.




     The terms and provisions of the New Term Loans and New Term
Loan Commitments of any Series shall be, except as otherwise set
forth herein or in the Joinder Agreement, identical to the Term
Loans. In any event (i) the weighted average life to maturity of
all New Term Loans of any Series shall be no shorter than the
weighted average life to maturity of the Term Loans, (ii) the
applicable New Term Loan Maturity Date of each Series shall be no
shorter than the final


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maturity of the Term Loans and (iii) the rate of interest
applicable to the New Term Loans of each Series shall be
determined by Company and the applicable new Lenders and shall be
set forth in each applicable Joinder Agreement; provided however
that the interest rate applicable to the New Term Loans shall not
be greater than the interest rate payable with respect to Term
Loans unless the interest rate with respect to the Term Loan is
increased so as to equal the interest rate applicable to the New
Term Loans. Each Joinder Agreement may, without the consent of any
other Lenders, effect such amendments to this Agreement and the
other Credit Documents as may be necessary or appropriate, in the
opinion of the Administrative Agent, to effect the provision of
this Section 2.9.”



C. Amendments to Section 4: Conditions Precedent.


           (i) Section 4.1 of the Credit Agreement is hereby amended by deleting the
last sentence of subsection 4.1U and substituting the following sentence:




“Each Lender, by delivering its signature page to this Agreement
or a Joinder Agreement and funding its Term Loans on the Closing
Date or by the funding of any New Term Loans, as the case may be,
shall be deemed to have acknowledged receipt of, and consented to
and approved, each Credit Document and each other document
required to be approved by any Agent, Requisite Lenders or
Lenders, as applicable on the Closing Date or as of the date of
funding of such New Term Loans.”



D. Amendment to Section 7: Negative Covenants.


           (i) Section 7.5 is hereby amended by adding the following to the
conclusion of subsection 7.5(iv):




“Notwithstanding anything to the contrary in subsection 7.5(iv),
in the event that the Company receives Equity Proceeds from the
IPO in an aggregate amount not less than $100,000,000, the Company
may pay to the Monitors a one-time fee in an aggregate of
$3,500,000; provided that the Amended and Restated Monitoring
Agreement shall be terminated in connection with the payment of
such fee and the Company shall be prohibited from making any
further Restricted Payments pursuant to subsection 7.5(iv).”


           (ii) Section 7.5 is hereby further amended by deleting the “and” at the
conclusion of subsection 7.5(v), substituting “;” for the “.” at the conclusion
of subsection 7.5(vi) and adding the following subsections 7.5(vii) and (viii):



     “(vii) Exchange Notes and to pay any required redemption
premium, accrued but unpaid interest thereon and other associated
costs and expenses to the extent funded solely with Equity
Proceeds and proceeds from Indebtedness incurred pursuant to
Section 2.9; and




     (viii) to exchange Series A Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock, including accrued
and unpaid dividends thereon and


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the payment of a redemption premium as required by the terms
thereof, for shares of common stock of the Company.”


           (iii) Section 7.6 is hereby amended by replacing the table at the
conclusion of Section 7.6 with the following table:



	 	 	 	 	 
	Fiscal Quarter
	 	Ratio

	June 30, 2004
	 	 	7.65:1.0	 
	September 30, 2004
	 	 	6.70:1.0	 
	December 31, 2004
	 	 	6.50:1.0	 
	March 31, 2005
	 	 	6.50:1.0	 
	June 30, 2005
	 	 	6.00:1.0	 
	September 30, 2005
	 	 	6.00:1.0	 
	December 31, 2005
	 	 	6.00:1.0	 
	March 31, 2006
	 	 	6.00:1.0	 
	June 30, 2006
	 	 	6.00:1.0	 
	September 30, 2006
	 	 	6.00:1.0	 
	December 31, 2006 and the last day of each Fiscal
Quarter ending thereafter
	 	 	6.00:1.0	 







     E. Section 7.13B(i) is hereby amended by inserting the following prior to
the period at the end of the sentence:




“or preferred stock for which the Company has no obligation,
contingent or otherwise, to make cash dividends upon, purchase,
redeem, retire or otherwise acquire for value prior to six months
after the Term Loan Maturity Date”



SECTION 2. CONDITIONS PRECEDENT TO EFFECTIVENESS


           The effectiveness of the amendments set forth at Section 1 hereof is
subject to the satisfaction, or waiver, of the following conditions on or
before the date hereof (the “First Amendment Effective Date”):




     (a) the Company, the Credit Support Parties and Requisite Lenders
shall have indicated their consent by the execution and delivery of the
signature pages hereof to the Administrative Agent;



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     (b) the Company shall have paid to each Lender executing this First
Amendment on or prior to June 29, 2004 an amendment fee equal to 0.375%
of the aggregate of such Lender’s outstanding Loans and Commitments;




     (c) the Company shall have paid all other fees and other amounts due
and payable by it under the Credit Agreement, including, to the extent
invoiced, reimbursement or other payment of all out-of-pocket expenses
required to be reimbursed or paid by the Company hereunder or under any
other Loan Document;




     (d) all conditions precedent to effectiveness of the First Lien
First Amendment shall have been satisfied or waived in accordance with
the terms thereof; and




     (e) the IPO shall have been consummated.



SECTION 3. REPRESENTATIONS AND WARRANTIES


           A. Corporate Power and Authority. Each Loan Party has all requisite
corporate or partnership or limited liability company (as applicable) power and
authority to enter into this First Amendment and to perform its obligations
under the Credit Agreement and the other Loan Documents.


           B. Authorization of Agreements. The execution and delivery of this First
Amendment and the performance of its obligations under the Credit Agreement and
the other Loan Documents have been duly authorized by all necessary corporate
or partnership or limited liability company (as applicable) action on the part
of each Loan Party.


           C. No Conflict. The execution and delivery by each Loan Party of this
First Amendment and the performance by each Loan Party of its obligations under
the Credit Agreement and the other Loan Documents do not (i) violate (A) any
provision of any law, statute, rule or regulation, or of the certificate or
articles of incorporation or partnership agreement, other constitutive
documents or by-laws of each Loan Party or any of its Subsidiaries except to
the extent such violation would not reasonably be expected to have a Material
Adverse Effect, (B) any applicable order of any court or any rule, regulation
or order of any Governmental Authority except to the extent such violation
would not reasonably be expected to have a Material Adverse Effect or (C) any
provision of any indenture, certificate of designation for preferred stock,
agreement or other instrument to which each Loan Party or any of its
Subsidiaries is a party or by which any of them or any of their property is or
may be bound except to the extent such violation would not reasonably be
expected to have a Material Adverse Effect, (ii) be in conflict with, result in
a breach of or constitute (alone or with notice or lapse of time or both) a
default under any such indenture, certificate of designation for preferred
stock, agreement or other instrument, where any such conflict, violation,
breach or default referred to in clause (i) or (ii) of this Section 3C,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect, (iii) result in or require the creation or imposition
of any Lien upon any of the properties or assets of any Loan Party (other than
any Liens created under any of the Loan Documents in favor of Collateral Agent
on behalf of Lenders and the Liens securing obligations under the First Lien
Credit Agreement that constitute Permitted Liens), or (iv) require any approval
of stockholders or partners or any approval or consent of any Person under any
Contractual Obligation of

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            any Loan Party, except for such approvals or consents which will be
obtained on or before the First Amendment Effective Date and except where the
failure to obtain such approvals and consents would not reasonably be expected
to have a Material Adverse Effect.


           D. Governmental Consents. No action, consent or approval of, registration
or filing with or any other action by any Governmental Authority is required in
connection with the execution and delivery by each Loan Party of this First
Amendment and the performance by each Loan Party of its obligations under the
Credit Agreement and the other Loan Documents, except for such actions,
consents, approvals and filings the failure to obtain or make which would not
reasonably be expected to result in a Material Adverse Effect or which have
been obtained or made and are in full force and effect.


           E. Binding Obligation. This First Amendment and Consent has been duly
executed and delivered by each Loan Party and is the legally valid and binding
obligation of each Loan Party enforceable against such Loan Party in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting
creditors’ rights generally and except as enforceability may be limited by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


           F. Incorporation of Representations and Warranties From Credit Agreement.
The representations and warranties contained in Section 5 of the Credit
Agreement are true and correct in all material respects on and as of the First
Amendment Effective Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true and correct in all
material respects on and as of such earlier date.


           G. Absence of Default. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this First
Amendment that would constitute an Event of Default or a Default.



SECTION 4. ACKNOWLEDGMENT AND CONSENT


           Certain Subsidiaries of Company have (i) guaranteed the Obligations and
(ii) created Liens in favor of Lenders on certain Collateral to secure its
obligations under the Credit Agreement and the Collateral Documents subject to
the terms and provisions of the Credit Agreement. The Subsidiaries of Company
who has guaranteed the Obligations together with the Company are collectively
referred to herein as the “Credit Support Parties”, and the Credit Agreement
and the Collateral Documents are collectively referred to herein as the “Credit
Support Documents”.


           Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this First Amendment and
consents to the amendment of the Credit Agreement and consents effected
pursuant to this First Amendment and Consent. Each Credit Support Party hereby
confirms that each Credit Support Document to which it is a party or otherwise
bound and all Collateral encumbered thereby will continue to guarantee or
secure, as the case may be, in accordance with the Credit Support Documents the
payment and

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            performance of all “Obligations” under each of the Credit Support
Documents, as the case may be (in each case as such terms are defined in the
applicable Credit Support Document), including without limitation the payment
and performance of all such “Obligations” under each of the Credit Support
Documents, as the case may be, in respect of the Obligations of the Company now
or hereafter existing under or in respect of the Credit Agreement and hereby
pledges and assigns to the Collateral Agent, and grants to the Collateral Agent
a continuing lien on and security interest in and to all Collateral as
collateral security for the prompt payment and performance in full when due of
the “Obligations” under each of the Credit Support Documents to which it is a
party (whether at stated maturity, by acceleration or otherwise).


           Each Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this First Amendment and Consent. Each Credit Support Party
represents and warrants that all representations and warranties contained in
the Credit Agreement, this First Amendment and Consent and the Credit Support
Documents to which it is a party or otherwise bound are true and correct in all
material respects on and as of the First Amendment Effective Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true and correct in all material respects on and as of such
earlier date.


           Each Credit Support Party acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this First Amendment and Consent,
such Credit Support Party is not required by the terms of the Credit Agreement
or any other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this First Amendment and (ii) nothing in the Credit
Agreement, this First Amendment and Consent or any other Loan Document shall be
deemed to require the consent of such Credit Support Party to any future
amendments to the Credit Agreement.



SECTION 5. MISCELLANEOUS


           A. Binding Effect. This First Amendment shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders. No
Loan Party’s rights or obligations hereunder or any interest therein may be
assigned or delegated by any Loan Party without the prior written consent of
all Lenders.


           B. Severability. In case any provision in or obligation hereunder shall
be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.


           C. Reference to Credit Agreement. On and after the First Amendment
Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the “Credit
Agreement”, “thereunder”, “thereof” or words
of like im-

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            port referring to the Credit Agreement shall mean and be a reference to
the Credit Agreement as amended by this First Amendment.


           D. Effect on Credit Agreement. Except as specifically amended in Section
1 of this First Amendment, the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.


           E. Execution. The execution, delivery and performance of this First
Amendment and Consent shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of any Agent or Lender under, the Credit Agreement or any of
the other Loan Documents.


           F. Headings. Section headings herein are included herein for convenience
of reference only and shall not constitute a part hereof for any other purpose
or be given any substantive effect.


           G. APPLICABLE LAW. THIS FIRST AMENDMENT AND CONSENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


           H. Counterparts. This First Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. As set forth herein, this First Amendment and Consent shall
become effective upon the execution of a counterpart hereof by each of the
parties hereto and receipt by the Company and the Administrative Agent of
written or telephonic notification of such execution and authorization of
delivery thereof.



[The remainder of this page is intentionally left blank.]





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           IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.



	 	 	 	 	 	 	 
	 	 	TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Donald C. Mueller
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Donald C. Mueller
	

	 	 	 	Title:
	 	Vice President, Treasurer and
Chief Financial Officer







	 	 	 
	 

	 	The Guarantor Subsidiaries:
	

	 	Bostrom Holdings, Inc.
	

	 	JAII Management Company
	

	 	Imperial Group Holding Corp. -1
	

	 	Imperial Group Holding Corp. -2
	

	 	Truck Components, Inc.
	

	 	Gunite Corporation
	

	 	Gunite EMI Corporation
	

	 	Brillion Iron Works, Inc.
	

	 	Fabco Automotive Corporation
	

	 	Bostrom Seating, Inc.
	

	 	Bostrom Specialty Seating, Inc.
	

	 	Imperial Group, L.P.
by Imperial Group Holdings Corp.-1,
its General Partner







	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Kenneth M. Tallering
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Kenneth M. Tallering
	

	 	 	 	Title:
	 	Secretary







 









 








	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE FIRST BOSTON,

through its Cayman Islands Branch, as

Joint Lead Arranger, Administrative

Agent, Collateral Agent
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert Hetu
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Robert Hetu
	

	 	 	 	Title:
	 	Director
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Vanessa Gomez
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Vanessa Gomez
	

	 	 	 	Title:
	 	Associate







 









 






	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	David L. Babson & Company Inc.
	 
	 	 	 	 	 	 
	 	 	 	 	as Collateral Manager on behalf of the
investment funds under its management as
listed below.
	 
	 	 	 	 	 	 
	

	 	 	 	•
	 	APEX (IDM) CDO I, Ltd.
	

	 	 	 	•
	 	BABSON CLO LTD. 2003-I







	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Russell Morrison
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Russell Morrison
	

	 	 	 	Title:
	 	Managing Director







	 	 	 	 	 
	 
	 	 	 	 
	 	 	PERSEUS CDO I, LIMITED
	 
	 	 	 	 
	

	 	By:
	 	David L. Babson & Company Inc.
under delegated authority from
Massachusetts Mutual Life Insurance
Company as Portfolio Manager







	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Russell Morrison
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Russell Morrison
	

	 	 	 	Title:
	 	Managing Director







 









 








	 	 	 	 	 
	 	 	APEX (Trimaran) CDO I, LTD.
	 
	 	 	 	 
	

	 	By:
	 	Trimaran Advisors, L.L.C.,
as a Lender







	 	 	 	 	 	 	 
	 	 	By:	 	/s/ David M. Millison
	 	 	 	 	
 
	

	 	 	 	Name:
	 	David M. Millison
	

	 	 	 	Title:
	 	Managing Director







 









 








	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH PCG, INC.,
as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Fariborz Ehsani
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Fariborz Ehsani
	

	 	 	 	Title:
	 	President







 









 








	 	 	 	 	 	 	 
	 	 	CREDIT OPPORTUNITIES FUNDING, INC.,
as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Diana M. Himes
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Diana M. Himes
	

	 	 	 	Title:
	 	Assistant Vice President








 









 








	 	 	 	 	 	 	 
	 	 	SPECIAL VALUE BOND FUND II, LLC,  
as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	SVIM/MSM II, LLC
	 	 	Its:	 	Managing Member
	 
	 	 	 	 	 	 
	 	 	By:	 	Tennenbaum & Co., LLC
	 	 	Its:	 	Managing Member
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Howard Levkowitz
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Howard Levkowitz
	

	 	 	 	Title:
	 	Managing Partner








 









 






	 	 	 	 	 	 	 
	 	 	SPECIAL VALUE ABSOLUTE RETURN FUND, LLC,

as a Lender	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	SVAR/MM, LLC	 	 
	

	 	Its:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	Tennenbaum Capital Partners, LLC	 	 
	

	 	Its:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	Tennenbaum & Co., LLC	 	 
	

	 	Its:
	 	Managing Member	 	 







	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Howard Levkowitz
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Howard Levkowitz
	

	 	 	 	Title:
	 	Managing Partner







 









 








	 	 	 	 	 
	 	 	J.B. FUQUA FAMILY CHARITABLE LEAD ANNUITY
TRUST-2000, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	Tennenbaum Capital Partners, LLC
	

	 	Its:
	 	Investment Manager







	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Howard Levkowitz
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Howard Levkowitz
	

	 	 	 	Title:
	 	Managing Partner







 









 








	 	 	 	 	 	 	 
	 	 	CARLYLE HIGH YIELD PARTNERS II, LTD.,
as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Linda Pace
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Linda Pace
	

	 	 	 	Title:
	 	Managing Director







 









 








	 	 	 	 	 	 	 
	 	 	CARLYLE HIGH YIELD PARTNERS III, LTD.,
as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Linda Pace
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Linda Pace
	

	 	 	 	Title:
	 	Managing Director







 









 








	 	 	 	 	 	 	 
	 	 	CARLYLE LOAN OPPORTUNITY FUND,

as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Linda Pace
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Linda Pace
	

	 	 	 	Title:
	 	Managing Director







 









 








	 	 	 	 	 	 	 
	 	 	CARLYLE HIGH YIELD PARTNERS, L.P.,
as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Linda Pace
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Linda Pace
	

	 	 	 	Title:
	 	Managing Director







 









 








	 	 	 	 	 	 	 
	 	 	CARLYLE HIGH YIELD PARTNERS IV, LTD.,
as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Linda Pace
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Linda Pace
	

	 	 	 	Title:
	 	Managing Director







 









 








	 	 	 	 	 
	 	 	CHATHAM ASSET HIGH YIELD MASTER FUND, LTD.,
as a Lender
	 
	 	 	 	 
	

	 	By:
	 	Chatham Asset Management, LLC
	

	 	Its:
	 	Investment Advisor







	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Anthony Melchiorre
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Anthony Melchiorre
	

	 	 	 	Title:
	 	Managing Member







 









 








	 	 	 	 	 	 	 
	 	 	ORYX CLO, LTD.
	 
	 	 	 	 	 	 
	 	 	By:	 	ING Capital Advisors LLC,

as Collateral Manager, as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Philip C. Robbins
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Philip C. Robbins
	

	 	 	 	Title:
	 	Director







	 	 	 	 	 	 	 
	 	 	NEMEAN CLO, LTD.
	 
	 	 	 	 	 	 
	 	 	By:	 	ING Capital Advisors LLC,

as Investment Manager, as a Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Philip C. Robbins
	 	 	 	 	
 
	

	 	 	 	Name:
	 	Philip C. Robbins
	

	 	 	 	Title:
	 	Director